THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of January 8, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"),
DADE INTERNATIONAL INC. (the "Borrower"), the financial institutions
party to the Credit Agreement referred to below (the "Banks") and
BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of May 7, 1996 and amended and
restated as of April 29, 1997 (as amended, modified, restated or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Amendments to Credit Agreement.
1. Section 10 of the Credit Agreement is hereby amended by
deleting the definitions of "Applicable Base Rate Margin" and
"Applicable Eurodollar Margin" appearing therein in their entirety and
by inserting in lieu thereof the following new definitions:
"Applicable Base Rate Margin" shall mean (i) in the case of
A Term Loans and Revolving Loans, 1.25%, less the then applicable
Interest Reduction Discount, if any, (ii) in the case of B Term
Loans, 1.50%, (iii) in the case of C Term Loans, 1.75% and (iv) in
the case of D Term Loans, 2.00%; provided that effective for the
period from and including the Third Amendment Effective Date to and
including April 30, 1998, the Applicable Base Rate Margin shall
mean (i) in the case of A Term Loans and Resolving Loans, 1.00%,
(ii) in the case of B Term Loans, 1.00%, (iii) in the case of
C Term Loans, 1.00% and (iv) in the case of D Term Loans, 1.00%.
"Applicable Eurodollar Margin" shall mean (i) in the case of
A Term Loans and Revolving Loans, 2.25%, less the then applicable
Interest Reduction Discount, if any, (ii) in the case of B Term
Loans, 2.50%, (iii) in the case of C Term Loans, 2.75% and (iv) in
the case of D Term Loans, 3.00%; provided that effective for the
period from and including the Third Amendment Effective Date to and
including April 30, 1998, the Applicable Eurodollar Margin shall
mean (i) in the case of A Term Loans and Resolving Loans, 2.00%,
(ii) in the case of B Term Loans, 2.00%, (iii) in the case of
C Term Loans, 2.00% and (iv) in the case of D Term Loans, 2.00%.
2. Section 10 of the Credit Agreement is hereby amended by
inserting therein in appropriate alphabetical order the following new
definition:
"Third Amendment Effective Date" shall have the meaning
provided in the Third Amendment, dated as of January ____, 1998, to
this Agreement.
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this
Amendment, the Borrower hereby represents and warrants that:
(a) no default or Event of Default exists as of the Third
Amendment Effective Date, both before and after giving effect to
this Amendment; and
(b) all of the representations and warranties contained in
the Credit Agreement or the other Credit Documents are true and
correct in all material respects on and as of the Third Amendment
Effective Date, both before and after giving effect to this
Amendment, with the same effect as though such representations and
warranties had been made on and as of the Third Amendment Effective
Date (it being understood that any representation or warranty made
as of a specific date shall be true and correct in all material
respects as of such specific date).
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one and
the same instrument. A complete set of counterparts shall be lodged
with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the
"Third Amendment Effective Date") when each of Holdings, the Borrower
and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including
by way of facsimile transmission) the same to the Agent at its Notice
Office.
6. From and after the Third Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit
Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
DADE BEHRING HOLDINGS, INC.
By /s/
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
DADE INTERNATIONAL INC.
By/s/
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By/s/
Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Managing Director
THE BANK OF NOVA SCOTIA
By/s/
Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By/s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BANKBOSTON, N.A.
By/s/
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By/s/
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
SANWA BUSINESS CREDIT
By/s/
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V., Chicago Branch
By/s/
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By/s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Group Vice President
CREDIT AGRICOLE INDOSUEZ
By/s/
Name: ▇▇▇▇▇ ▇▇▇▇▇, F.V.P.
Title: Head of Corporate Banking Chicago
By/s/
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, a Unit of The Chase
Manhattan Bank
By/s/
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
CITIBANK, N.A.
By/s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By TCW Asset Management Company,
its Investment Manager
By/s/
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
STRATA FUNDING LTD.
By/s/
Name:
Title:
CERES FINANCE LTD.
By/s/
Name:
Title:
AERIES FINANCE LTD.
By/s/
Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Director
CAPTIVA FINANCE LTD.
By/s/
Name:
Title:
CAPTIVA II FINANCE LTD.
By/s/
Name:
Title:
CITY NATIONAL BANK
By/s/
Name:
Title:
ROYALTON COMPANY,
By Pacific Investment Management Company
as its Investment Advisor
By/s/
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
FIRST NATIONAL BANK OF CHICAGO
By/s/
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
FLOATING RATE PORTFOLIO
By: Chancellor LGT - Senior Secured
Managment, Inc., as Attorney-in-Fact
By/s/
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor LGT - Senior Secured
Managment, Inc., as Investment Advisor
By/s/
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
DAI-ICHI KANGYO BANK LTD.
By/s/
Name: T. Teramure
Title: Vice President
PRIME INCOME TRUST
By/s/
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: S.V.P. Portfolio Manager
THE FUJI BANK, LIMITED
By/s/
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Joint General Manager
▇▇▇▇▇▇▇ ▇▇▇▇▇
SENIOR FLOATING RATE FUND, INC.
By/s/
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD.
By Protective Asset Management Company
as Collateral Manager
By/s/
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ CFA, CPA
Title: President
NORTHWESTERN MUTUAL LIFE
By/s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By/s/
Name:
Title:
SAKURA BANK LTD.
By/s/
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Joint General Manager
SOCIETE GENERALE
By/s/
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By/s/
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By/s/
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & Director
IMPERIAL BANK
By/s/
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management L.P.,
as Investment Advisor
By/s/
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By/s/
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management L.P.,
as Investment Advisor
By/s/
Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
